After freeing themselves from the control of Mesmero, the X-Men have stormed the villain’s carnival trailer, expecting to confront him and rescue the Beast. Instead, they discover Mesmero has already been defeated by Magneto, who has hijacked the hypnotist's revenge plot.

Wolverine is all ready to lunge to at the master of magnetism (something that doesn’t rattle Magneto at all), but Cyclops holds him back. Convinced that the new team are not ready to take him on, Cyclops orders everyone out of the trailer. Nightcrawler teleports outside and his teammates hear him cry out in fright. Colossus almost bursts out the door to discover that Magneto has already encased the trailer in a magnetic bubble and they are all several miles up in the air and flying at a fast clip. Nightcrawler was just barely able to grab ahold of the trailer step in time. Colossus pulls him inside.

The Beast revives. With no other choice, the X-Men listen as Magneto relates details of his latest plot against them. Following his battle with them on Muir Island, he had conflicts with Captain America and Dr. Doom before resolving to take out the X-Men at their own home base. Upon arriving at Xavier’s school however, he was perplexed to find it empty. He was still there when the Beast arrived to search for the team though and followed him to Dallas.

Cyclops questions why Magneto would strike out at Mesmero, who was his former ally. Magneto reveals that he’s never even met him and that the “master of magnetism” that schemed with him against the original X-Men was a robot imposter. As the trailer flies over South America, he magnetically hurls Mesmero away to the Earth. Storm is indignant at what looks like a casual murder, but Magneto assures her that Mesmero will be deposited safely, if not gently, in the Andes. Meanwhile, a fighter jets approaches and its pilot and co-pilot observe the flying circus trailer, as well as Mesmero being jettisoned from it, and are baffled.

The trailer is taken to a volcano in Antarctica where it lowers into the lava, protected by Magneto's powers until it reaches his secret base within it. Once inside he shatters the trailer, sending the X-Men sprawling. Wolverine is knocked out in the fall. The X-Men launch individual attacks on their opponent, however they are all easily overpowered: Cyclops strikes first and lands a blow. Magneto tosses Colossus's metal body aside easily. Beast is shocked into unconsciousness. Storm, recalling her last encounter with Magneto and how he overcame her, deliberately switches tactics. She gains a brief advantage over him, but ultimately Magneto fires back and subdues her. Nightcrawler is magnetically hurled at Colossus, who fears Kurt will not survive barreling into his metallic form at such a rate of speed. For his comrade’s sake, Colossus reverts to flesh and blood; Nightcrawler survives but both heroes are knocked out. As Storm did, Banshee recalls the last battle on Muir Isle and tries varying his method of attack, but he discovers (painfully) that Magneto has anticipated and prepared for that. As Cyclops then pummels Magneto’s force field with his optic beams, he laments how the team’s disorganized, scattered attacks were as much to blame for their defeat as Magneto’s power. Then, Cyclops is taken out.

Magneto is openly dismissive of “Marvel Girl’, but is taken aback by the Phoenix’s savage and powerful psychic assault. She very nearly overcomes him, thinking to herself that he actually looks frightened. But she suddenly reaches an upper limit to the Phoenix force power, one she didn’t have before. Rattled, Phoenix loses her advantage of surprise and is knocked out.

While Magneto is distracted by Phoenix, Wolverine revives and manages to sneak up close enough to to slash at Magneto from behind with his claws, injuring him. Angered by the feral mutant, Magneto uses his powers to try and make Wolverine stab himself in the face. In order to save himself, Wolverine sheaths his claws and ends up landing a knockout punch on himself instead.

The entire team has been taken out. Magneto takes a moment to gloat over his victory. Some time later, the members of the X-Men revive only to find themselves all strapped into restraining chairs. Magneto then introduces Nanny, their robotic “governess.” The chairs, Magneto explains, are locked into their neural systems. It not only prevents them from using their powers, it renders them immobile and unable to coherently speak. Magneto’s revenge is to leave them in a similar state he found himself: still possessing his adult mind and memories but as helpless as a pre-verbal child.

Notes

With this issue, the X-Men comic returns to publishing monthly for the first time since X-Men #66, when the book went into reprints. The book was previously monthly from X-Men #14 through #66.

Beast laments Magneto rendering him unconscious last issue with the comment: "I thought we were pals." This probably refers to their reluctant alliance in Super-Villain Team-Up #14 and Champions #16. But if it does, it is an editorial error since at the end of that story the Beast as well as everyone else involved lost their memory of those events.

Magneto has a particular fondness for constructing secret bases in Antarctica; this is his third. The first was located within the Savage Land in #s 61-62, the second appeared in Defenders #s 15-16. This one, located beneath a volcano, is clearly different from the last one.

Magneto's revenge - rendering the X-Men as helpless as infants - is insidious and evil, but misdirected. Magneto was reverted to childhood by his own creation, the "ultimate mutant" Alpha. Even if he intends to blame that humiliation on the heroes involved, he should be targetting the Defenders. Professor X was the only X-Man involved in that event (which took place in The Defenders #16) and he is not here. In fact, none of the X-Men he is currently "punishing" for it were involved in that encounter.

This issue is reprinted in many other comics and books, see references for more info.[2]

Trivia

The names of the fighter pilots are Jorge Perez and Tirador. This is likely to be a play on George Perez, the issue's cover artist and "Tirador" is Spanish for Shooter, a play on Jim Shooter, the issue's editor.